KG Petrochem Ltd Directors Report

Dear Members,

The Board of Directors is delighted to present the 45th Annual Report on the business and operations of KG Petrochem Limited ("the Company") along with the summary of audited financial statements for the Financial Year ended March 31, 2025.

1. OVERVIEW OF FINANCIAL PERFORMANCE:

(Rs. In Lakhs except EPS)

Particulars	March 31, 2025	March 31, 2024
Income from Business Operations	37,538.82	33,080.32
Other Income	403.64	471.13
Total Income	37,942.46	33,551.45
Profit/(Loss) Before Depreciation, Interest & Tax	2,935.88	2,283.31
Less: Depreciation	1,350.53	1,202.26
Less: Interest	873.03	792.78
Profit/(Loss) Before Tax	712.32	288.27
Less: Tax Expenses	161.52	194.83
Net Profit/ (Loss) After Tax	550.81	93.44
Earnings per share (Basic)	10.55	1.79
Earnings per share (Diluted)	10.55	1.79

2. FINANCIAL HIGHLIGHTS ON COMPANYS PERFORMANCE AND FUTURE OUTLOOK:

During the financial year ended March 31, 2025, KGPL delivered a strong performance, demonstrating significant growth across key financial metrics compared to the previous year.

- Income from business operations increased by 13.47%, rising from ?33,080.32 lakhs in FY 2023–24 to ?37,538.82 lakhs in FY 2024–25. This reflects improved market demand, operational efficiency, and strategic execution.

- Profit Before Tax more than doubled to ?712.32 lakhs, up from ?288.27 lakhs in the previous year.

- Net Profit After Tax surged by nearly 490%, reaching ?550.81 lakhs compared to ?93.44

lakhs in the prior year.

- Basic and diluted EPS stood at ?10.55, a significant increase from ?1.79 in FY 2023–24, underscoring strong value creation for shareholders.

Despite increases in depreciation and interest expenses, the Company has efficiently managed its cost structure and leveraged its resources effectively to drive profitability.

Our primary export market, the United States, continues to face inflationary pressures, leading to a relatively subdued demand environment. Despite these challenging market conditions, the Company has successfully increased its revenue and demonstrated resilience in sustaining market share. This has resulted in a significant improvement in profitability, reflecting our strategic focus and operational efficiency.

The segment-wise performance for the financial year 2024–25 is as follows:

I. Textile Division

During the year, its revenue from operation from Textile Division was Rs. 32,976.4 Lakhs including export sales of Rs 28,547.14 Lakhs (FOB) as against was Rs. 28,536.15 Lakhs including export sales of Rs 24,415.54 Lakhs (FOB) in previous year, the overall performance of the division was well above the industry peers. We have added few new customers and will continue to add more this year as well to improve companys performance compared to previous years.

II. Agency Division

This division looks after the consignment stockiest of GAIL (India) Ltd. for marketing and distribution of polymers in Rajasthan. During the year the Agency Division has sold 13805.90 MT granules amounting to Rs. 14,504.06 Lakhs in comparison of 20081.6 MT granules amounting to Rs. 22573.05 Lakhs and earned commission of Rs.60.20 Lakhs as compared to last year Rs. 83.44 Lakhs. The division has performed well during the year under review.

III. Technical Textile Division

This division looks after the manufacturing of artificial leather through technical textile. During the year, revenue from operation from this division was Rs 4,502.15 Lakhs including export sales of Rs.

335.92 Lakhs (FOB) as compared to Rs. 4,460.72 Lakhs including export sales of Rs. 558.60 Lakhs (FOB) in previous financial year. The performance of the division has fallen this year due to subdued demand from end-user industries i.e., mainly footwear and automobile. This segment also faces intense competition from low-cost products and due to this company has increased its focus on exports and on the automobile sector which should ramp up operations in this segment in coming years.

3. DIVIDEND

Considering the future expansion plans the Company has not recommended any dividend for the Financial Year 2024-25.

4. AMOUNTS TRANSFERRED TO RESERVES

Your Board proposed to transfer Rs. 48.58 Lakhs to General Reserve in terms of Section 134(3)(j) of the Companies Act, 2013 for the financial year ended on March 31, 2025. Further, the Balance specified in the individual head is detailed as below:

(Rs. In Lakhs)

S. No.	Reserve Head	Opening Balance	Addition	Deduction	Closing Balance
1.	Revaluation Reserve	4,536.62	-	48.58	4,488.04
2.	General Reserve	329.16	48.58	-	377.74
3.	Retained Earnings	12,108.70	550.81	-	12,659.51

5. CHANGE IN NATURE OF BUSINESS, IF ANY

During the period under review, there was no change in business of the Company during the financial year 2024-2025.

6. SUBSIDIARY, JOINT VENTURES, AND ASSOCIATE COMPANIES:

As defined under the Act, the Company does not have any Subsidiaries and does not have Joint Ventures and Associate Companies as of March 31, 2025.

7. CHANGES IN CAPITAL STRUCTURE

The Authorized Share Capital of the Company stands at ?7,00,00,000 (Rupees Seven Crores only), comprising 70,00,000 (Seventy Lakhs) equity shares of ?10 (Rupees Ten) each.

The Paid-up Share Capital of the Company is ?5,22,10,000 (Rupees Five Crores Twenty-Two Lakhs Ten Thousand only), consisting of 52,21,000 (Fifty-Two Lakhs Twenty-One Thousand) equity shares of ?10 (Rupees Ten) each.

During the year under review, the Company did not undertake any public issue, rights issue, bonus issue, or preferential allotment. Additionally, the Company has not issued any shares with differential voting rights, sweat equity shares, or granted any stock options.

8. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website and can be accessed at www.kgpetrochem.com.

9. MATERIAL CHANGES AND COMMITMENTS

In pursuance to section 134(3)(L) of the Companies Act, 2013, there are no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

10. MATERIAL ORDERS

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

In accordance with the provisions of Section 186 of the Companies Act and Schedule V of the Listing Regulations, the Company has not made any investments, nor has it granted any loans, provided guarantees, or offered securities as specified under Section 186 of the Act and the applicable rules framed thereunder.

12. RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2025, all transactions entered into with Related Parties, as defined under Section 188 of the Companies Act, 2013, read with the applicable rules and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), were conducted in the ordinary course of business and on an arms length basis. The Company does not have any ‘Material Subsidiary as defined under Regulation 16(1)(c) of the Listing Regulations.

Further, during the year under review, no Related Party Transactions were entered into that required prior approval of the shareholders. All such transactions were reviewed, ratified, and approved by the Audit Committee and the Board of Directors, in accordance with the requirements of the Listing Regulations. The Audit Committee and the Board also conducted periodic reviews of these transactions throughout the year.

There were no materially significant Related Party Transactions that could have a potential conflict with the interests of the Company. The necessary disclosures, as required under Accounting Standard (AS) 18, have been provided in Note No. 44 of the Notes to the Financial Statements for the year ended March 31, 2025.

The Company has in place a Policy on the materiality of Related Party Transactions, which is available on its website at www.kgpetrochem.com. Additionally, the Company has established an internal mechanism to identify, monitor, and manage Related Party Transactions effectively.

13. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

Pursuant to provisions of Section 134(M) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ‘Annexure-A to this report.

14. CREDIT RATING

During the financial year 2024-2025, on the basis of recent development including operational and financial performance of the Company, CARE Rating Agency has reaffirmed stable rating as follows:

Facilities	Ratings
Long Term Bank Facilities	CARE BBB-; Stable
Long Term/ Short term Bank Facilities	CARE BBB-; Stable / CARE A3
Short Term Bank Facilities	CARE A3

Further, the company has been regular in making principal and interest repayments to the Banks and financial institutions.

15. BOARD AND COMMITTEE MEETINGS

The details of Board and Committee meetings held during the financial year ended on March 31, 2025 and the attendance of the Directors are set out in the Corporate Governance Report which forms part of this report.

The frequency of board meetings and quorum at such meetings were in accordance with the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-1 on Meetings of the Board of Directors issued by ICSI. The intervening gap between any two meetings was within the period prescribed by the Companies Act 2013 and the Listing Regulations.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors plays a vital role in overseeing the Companys management and ensuring that both short-term and long-term interests of shareholders and stakeholders are effectively served. This commitment is reflected in our robust corporate governance practices, which promote a well-informed, independent, and efficient Board. The Company continuously reviews its governance framework to maintain alignment with statutory requirements and evolving business needs.

As on March 31, 2025, the Board comprised 8 (Eight) Directors, including 4 (Four) Executive Directors and 4 (Four) Non-Executive Independent Directors. All Independent Directors of the Company have duly registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs (IICA).

The Board consists of individuals from diverse professional backgrounds, bringing extensive experience and expertise in key areas such as Marketing, Finance & Taxation, Economics, Law, and Corporate Governance. The Independent Directors are highly accomplished professionals who actively contribute to Board and Committee deliberations. Their guidance on matters of policy, compliance, and strategic direction significantly enhances transparency and strengthens the decision-making process.

The composition of the Board is in full compliance with the provisions of the Companies Act, 2013 and Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board periodically reviews its composition to ensure it remains suitable for meeting both statutory and business objectives.

Changes in the Board of Directors and Key Managerial Personnel during the year under review:

A) Retirement by Rotation:

- In accordance with the provisions of the Articles of Association of the Company and Section

152 of the Companies Act, 2013, Mr. Ajay Kumar Sharma, Executive Director, was reappointed as a Director liable to retire by rotation at the 44th Annual General Meeting of the Company, based on the recommendation of the Nomination and Remuneration Committee and the outcome of the performance evaluation.

B) Appointment/Re-appointment of Directors and KMPs:

- Mr. Bridhi Chand Sharma was re-appointed as an Independent Director for a second term of five consecutive years, effective from February 26, 2024 to February 25, 2029, subject to approval of shareholders at the ensuing AGM.

- Mrs. Navita Khunteta was appointed as Company Secretary & Compliance Officer, effective from March 2, 2025, by the Board at its meeting held on March 1, 2025.

C) Resignation/Retirement of Directors and KMPs:

- Mr. Anand Singh ceased to be the Company Secretary & Compliance Officer of the Company, with effect from March 1, 2025.

Changes after the close of the financial year:

- Mr. Bridhi Chand Sharma ceased to be an Independent Director of the Company with effect from July 9, 2025.

- Mr. Dilip Kumar Bhatia was appointed as an Additional Independent Director (Non- Executive) by the Board with effect from July 9, 2025.

- Mr. Sanjay Sharma was appointed as an Additional Director (Executive) by the Board with effect from July 9, 2025.

- Mr. Ajay Kumar Sharma ceased to be an Executive Director of the Company with effect from July 31, 2025.

Necessary resolutions seeking the approval of shareholders for the above-mentioned appointments and reappointments, where applicable, have been included in the notice convening the ensuing Annual General Meeting. Relevant details of the Directors retiring by rotation and/or seeking appointment/re-appointment, as required under the Listing Regulations and Secretarial Standard-2 issued by the Institute of Company Secretaries of India (ICSI), are provided in Annexure-A to the Notice of the AGM.

It is confirmed that none of the Directors are disqualified or debarred from being appointed or continuing as Directors as per the provisions of the Companies Act, 2013 and the applicable regulations of the Securities and Exchange Board of India (SEBI).

17. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, all Independent Directors of the Company have given declaration that they meet the criteria of independence.

It is to be further noted that as per the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (as amended from time to time), all four Independent Directors of the company have registered their name as Independent Directors in Database of IICA and Mr. Anand Mishra, Mr. Bridhi Chand Sharma and Mr. Vikas Damani have passed the online proficiency self-assessment test and Mrs. Vani Jain is exempted to clear the said online proficiency self-assessment test.

The terms & conditions for the appointment of Independent Directors are given on the website of

the Company website and can be accessed at i.e. www.kgpetrochem.com.

Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties. The Independent Directors have also confirmed that they have complied with the Companys code of conduct prescribed in Schedule IV to the Companies Act, 2013.

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Act and the Listing Regulations, the Company has put in place a familiarization program for the Independent Directors with regard to their roles, rights and responsibilities in the Company and provides details regarding the nature of the industry in which the Company operates the business models of the Company etc. which aims to provide insight to the Independent Directors to understand the business of the Company. Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities.

The details of the familiarization program for Independent Directors are available on the

Companys website and can be accessed at www.kgpetrochem.com.

19. FORMAL ANNUAL EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the Board after seeking input from all the directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking input from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, considering the views of executive directors and non-executive directors.

The Chairmans performance evolution was linked to both the functioning of the board as well as the performance of each director. Independent directors reviewed the performance of the chairman of the Company after seeking inputs from the executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors based on criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The performance evaluation of Managing Directors and Executive Directors of the Company was carried out by all the directors (excluding the director being evaluated). The Board found the evaluation satisfactory, and no observations were raised during the said evaluation in current year as well as in previous year.

20. AUDITOR AND REPORT THEREON

STATUTORY AUDITOR

M/s. H C Bothra & Associates, Chartered Accountants, Jaipur (Firm Registration Number: 008950C) were appointed as Statutory Auditors of the Company, at the Annual General Meeting held on September 25, 2024 for a period of five years from the conclusion of 44th Annual General Meeting till the conclusion of 49th Annual General Meeting to be held for the Financial Year 2028-29.

In this regard and rules made there-under, the Company has received certificate from the in accordance with provisions of Section 141 of the Act.

M/s. HC Bothra & Associates, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the Financial Year 2024-25, which forms part of the Annual Report 2024-25.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports that may call for any explanation from the Directors.

As per sub-section 12 of section 143 of the Act during the financial year no fraud was reported by the Auditor of the Company in their Audit Report.

SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, The Board of Directors has appointed M/s. ARMS & Associates LLP, Company Secretaries as Secretarial Auditors to conduct the secretarial audit of the Company for the financial year 2024-25.

Accordingly, they have conducted Secretarial Audit for the Financial Year 2024-25 and Secretarial Audit Report in Form MR-3 is enclosed herewith as ‘Annexure-B. Pursuant to provisions of Regulation 24A of Listing Regulations, the Secretarial Auditors have also issued Annual Secretarial Compliance Report for the F.Y. 2024-25. Both the reports do not contain any qualification, reservation or adverse remark.

Further, in terms of the SEBI (Listing Obligations & Disclosure Requirements) (Third Amendment) Regulation, 2024, the Board on recommendation of Audit Committee has recommended appointment of M/s ARMS & Associates LLP, Company Secretaries as Secretarial Auditors of the Company for a term of five consecutive financial years commencing from April 1, 2025 till March 31, 2029. A resolution seeking shareholders approval for the appointment of M/s ARMS & Associates LLP, Company Secretaries as Secretarial Auditors has been included in the notice of the ensuing Annual General Meeting of the Company.

INTERNAL AUDITOR

In accordance with the provisions of section 138 of the Act and rules made thereunder, the Board of Directors of the Company has appointed M/s Arpit Vijay & Co., Chartered Accountants, Jaipur (FRN: 017737C) as Internal Auditor of the Company for the financial year 2024-2025.

The Company received Internal Audit Reports on a quarterly basis, which were duly reviewed and approved by the Audit Committee and the Board of Directors. The reports did not contain any qualifications. The notes to the accounts are self-explanatory, and the observations, wherever applicable, were appropriately addressed by the management.

During the financial year 2024-2025, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

M/s Arpit Vijay & Co., Chartered Accountants, Jaipur have been re-appointed by the Board, to conduct the Internal Audit of the Company.

COST AUDITOR

In compliance with Section 148, coupled with Sub Rule (3) of Rule 4 of the Companies (Cost Records & Audit) Rules, 2014, it is affirmed that the requirement for Cost Audit during the financial year 2024-2025 does not apply to the company. This exemption is warranted as the companys operations do not meet the criteria stipulated within the rules. Even though the companys turnover exceeded Rs. 100.00 Crores during the aforementioned financial year, the nature of the companys business activities falls beyond the purview of Rule 3 of the Companies (Cost Records & Audit) Rules, 2014.

21. NUMBER OF MEETINGS OF BOARD

Six (6) meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

22. COMMITTEES OF BOARD

The Board of Directors of the Company has constituted the following Committees:

a) Audit Committee

b) Corporate Social Responsibility Committee

c) Nomination and Remuneration Committee

d) Stakeholders Relationship Committee

e) Finance Committee

During the year, all recommendations made by the committees were approved by the Board. The Committees composition, charters and meetings held during the year and attendance thereat, are given in the Report on Corporate Governance forming part of this Annual Report.

23. INSIDER TRADING PREVENTION CODE

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto, the Company has adopted an ‘Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Designated Persons ("the Code").

The Code is applicable to Promoters, Members of the Promoter Group, Directors (including Independent Directors), Key Managerial Personnel (KMPs), Designated Employees, Connected Persons, Immediate Relatives of the above categories and any other persons who are expected to have access to Unpublished Price Sensitive Information (UPSI) relating to the Company. The Compliance Officer shall regulate, monitor and report trading adherence to the PIT Regulations. The same is available on the website of the Company at www.kgpetrochem.com.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior, actual or suspected fraud or violation of the Code. This Policy is available on the Companys website at www.kgpetrochem.com. It also provides for adequate safeguards against the victimization of employees who avail the mechanism and allows direct access to the chairperson of the audit committee in exceptional cases. During the year, no person was denied access to the audit committee.

25. CORPORATE SOCIAL RESPONSIBILITY

The companys CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. Company works primarily towards environment sustainability, preventive health care, eradication of hunger, education, women empowerment, contributions to public funded Universities, Indian Institute of Technology (IITs) health and hygiene. The initiatives undertaken by the Company on CSR activities during the year and the brief outline of the CSR policy of the Company and are set out in ‘Annexure C and ‘Annexure D of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Companys website and can be accessed at www.kgpetrochem.com.

26. RISK MANAGEMENT POLICY

The Company has developed a very comprehensive Risk Management Policy under which all key risk and mitigation plans are compiled in three stages i.e. Risk assessment/ evaluation, Risk Reporting and Management of the risk evaluated and reported. The objective of the policy is to create and protect shareholders value by minimizing threats or losses and identifying and maximizing opportunities. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

27. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

In order to prevent sexual harassment of women at workplace "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" was notified on December 09, 2013, under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

In terms of the provisions of the said Act, the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace.

Company has formed an "Internal Complaints Committee" for prevention and redressal of sexual harassment at workplace. The Committee is having requisite members and is chaired by a senior woman member of the organization. The following is a summary of sexual harassment complaints received and disposed of during the year 2024-2025: -

Details of Complaints
Number of complaints at the beginning of FY 2024-2025	Nil
Number of complaints of sexual harassment received in the FY 2024- 2025	Nil
Number of complaints disposed off during the year to FY 2024-2025	Nil
Number of complaints to be carried down to FY 2024-2025	Nil
Number of complaints pending for more than ninety days	Nil

28. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

The provisions of the Maternity Benefit Act, 1961 are applicable to the Company. However, during the financial year 2024–25, there were no instances requiring compliance under the said Act. The Company remains committed to adhering to all applicable labour and welfare legislations.

29. HUMAN RESOURCE MANAGEMENT, HEALTH AND SAFTEY

During the year the Company had cordial relations with workers, staff and officers. The shop floor management is done through personal touch, using various motivational tools and meeting their training requirements. The company has taken initiative for safety of employees and implemented regular safety audits, imparted machine safety training, wearing protective equipments etc.

Companys continued to focus on attracting new talent while investing in organic talent development to help employees acquire new skills, explore new roles and realize their potential. The Company believes in empowering its employees through greater knowledge, team spirit and developing greater sense of responsibility. The total number of regular employees as of March 31,2025, was 1406.

30. NOMINATION AND REMUNERATION POLICY

The Companys policy on Appointment and Remuneration of Directors, Senior Management Personnel and other matters as per the provisions of section 178 (3) of the Act is available on the Companys website and can be accessed at www.kgpetrochem.com.

Further, the salient features of the policy have been disclosed in the Corporate Governance Report, which is a part of this Report.

31. PARTICULARS OF EMPLOYEES

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company up to the date of the 45th Annual General Meeting.

The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in ‘Annexure-E and forms part of this Report.

32. DEPOSITS

During the financial year under review, your Company has neither invited nor accepted or renewed any fixed deposit from public, shareholders or employees and no amount of principal or interest on deposits from public is outstanding as at the Balance Sheet date in terms of provisions of section 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

33. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

34. STATUS OF CASES FILED UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The company has neither made any application nor any application was made against the Company during the financial year 2024-2025.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Listing Regulations is presented in a separate section forming part of this Report.

36. CORPORATE GOVERNANCE

The Company has complied with the requirements of corporate governance as stipulated under the listing regulations. The corporate governance report and certificate from practicing Company Secretary confirming compliance of conditions as required by Regulation 34(3) read with Part E of Schedule V of the Listing Regulations are forming part of this Report.

37. CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS AND SENIOR MANAGEMENT

The code of conduct has been circulated to all the members of the Board and Senior Management Personnel and they have affirmed their compliance with the said code of conduct for the financial year ended on March 31, 2025.

A declaration to this effect signed by Mr. Manish Singhal, Managing Director and Mrs. Prity Singhal, Chief Financial Officer of the Company stating that the members of Board of Directors and Senior Management Personnel have affirmed compliance with the code of conduct of Board of Directors and senior management is annexed as "Annexure 1" to the Corporate Governance Report forming part of this Report.

38. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on BSE Ltd. on the Main Board Platform in the list of ‘X Group. Further the listing fees for the Financial Year 2025-2026 have been duly paid by the company.

39. DEMATERIALISATION OF SHARES

The Companys shares are compulsorily traded on the floor of the stock exchanges in electronic form by all investors. Equity shares of the Company representing 97.72 percent of the Companys equity share capital are dematerialized as on March 31, 2025. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Companys shares is INE902G01016.

40. DETAILS OF NON-COMPLIANCE BY THE COMPANY

No penalties, strictures, or fines have been imposed by SEBI or any other statutory authority on the Company in relation to any matter concerning the capital markets during the financial year under review.

41. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") there was no dividend which is unclaimed/ unpaid for more than seven years, hence the company is not required to transfer any amount to Investor Education and Protection Fund.

42. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i) in the preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanations and disclosures relating to material departures, if any;

ii) they have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of the affairs of the Company as at March 31, 2025 and of the profit of the Company for year ended on that date;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

43. COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India.

44. ACKNOWLEDGEMENT

The Board extends its sincere gratitude to customers for their continued support and appreciates the efforts of employees and the management team for their contribution to the Companys sustained performance. It also acknowledges the support of all stakeholders, including financial institutions, regulators, and business partners. Special thanks are given to the Independent and Non-Executive Directors for their strategic guidance in maintaining the Companys leadership in the Fabrics Industry.

By Order of the Board of Directors

for KG Petrochem Ltd

SD/-

Gauri Shanker Kandoi Chairman cum Whole-Time Director

DIN: 00120330

Jaipur, August 13, 2025

Registered Office:

C-171, Road No.9J, V.K.I. Area, Jaipur-302013 Rajasthan India

Tel.: 91-141-2331231;

Email: jproffice21@bhavik.biz;

Website: www.kgpetrochem.com;

CIN: L24117RJ1980PLC001999